INDEPENDENT CONTRACTOR AGREEMENT
                        --------------------------------

         THIS INDEPENDENT  CONTRACTOR  AGREEMENT (this  "Agreement") is made and
entered  into as of the ____ day of May 1997,  and is effective as of January 1,
1997 (the "Effective  Date"), by and between  LASERSIGHT  TECHNOLOGIES,  INC., a
Delaware corporation ("LaserSight"), and Byron A. Santos, M.D. ("Physician").

                                W I T N E S E T H
                                -----------------

         WHEREAS,  Physician  offers and  LaserSight  desires  the  services  of
Physician  for the  provision  of  certain  consulting  services  as more  fully
described hereunder;

         NOW, THEREFORE,  in consideration of the premises and the covenants and
agreements herein set forth, the parties hereto agree as follows:

         1. Consulting  Services.  Physician shall be available for a minimum of
forty  (40)  hours  each  month in order to  perform  the  following  consulting
services (the "Services"), the Services to be performed in St. Louis, Missouri:

         (a) assist  LaserSight  in the  development  of clinical  protocols for
             utilization in connection with Laser Trabeculodissection;

         (b) assist LaserSight in the development of the LaserScan-2000  excimer
             laser system;

         (c) assist in the start-up and training of Dr.  Zimmerman in connection
             with his Phase I FDA clinical study;

         (d) provide such other consulting services as LaserSight may reasonably
             request;

         (e) supervision of clinical  research and  development  programs in PRK
             and PARK to quantify the proposed advantages of:

             (i)    energy stabilization;

             (ii)   infrared tracking;

             (iii)  200 hz pulse repetition;

             (iv)   topography-guided PARK; and

             (v)    simulated PRK.
<PAGE>


         2. Consideration.  As consideration for the Services to be performed by
Physician hereunder, LaserSight shall pay to Physician the sum of Eight Thousand
Dollars ($8,000.00) per month during the Term (as hereinafter defined).

         3. Term.  The term of this  Agreement  shall  commence on the Effective
Date and shall continue for a period of sixty (60) months  thereafter  ("Term"),
unless earlier terminated as provided herein.

         4. Termination.  LaserSight may terminate this Agreement at any time if
Physician fails to perform the Services.

         5. Nondisclosure of Confidential  Information.  Physician  acknowledges
and agrees that he may have access to LaserSight's  confidential business plans,
patents,   copyrights,   trademarks,   tradenames,  trade  secrets,  methods  of
operations,  performance  standards,  pricing  policies,  marketing  strategies,
records and other  information about  LaserSight's  operations and business of a
confidential nature ("Confidential  Information"),  and that Physician shall not
in any  manner,  directly  or  indirectly,  disclose or divulge to any person or
other entity  whatsoever  whether  directly or  indirectly in  competition  with
LaserSight the Confidential  Information to any other person, firm,  corporation
or other third  party for any use or purpose,  except as required by law or with
the express written authorization of LaserSight.

         6. Intellectual Property Rights. Physician acknowledges and agrees that
in  consideration  for the payments to be received  hereunder all creative works
Physician  produces in connection with the Services which relate to LaserSight's
actual or demonstrably anticipated research or development,  including,  without
limitation, any invention, formula, pattern, compilation,  computer program (and
related  documentation and source code),  device,  method,  technique,  drawing,
process or other intellectual property or property right, shall be considered to
have been prepared for  LaserSight as a part of and pursuant to this  Agreement.
Physician  shall  disclose to  LaserSight  the  existence  of such works when he
becomes aware of their existence,  and Physician agrees that any such work shall
be owned by LaserSight  regardless of whether it would otherwise be considered a
work made for hire.  Physician  agrees to execute any documents which LaserSight
deems necessary to protect LaserSight's  interest,  including  assignments,  and
further  agrees to give  evidence and  testimony  and take any other  reasonable
actions as may be necessary, to secure and enforce LaserSight's rights.

         7.  Remedies.  In the  event of a  breach  by  Physician  of any of the
provisions  of this  Agreement,  LaserSight,  in addition and as a supplement to
such other rights and remedies as may exist in its favor, may apply to any court
of law or equity having jurisdiction to enforce the specific performance of this
Agreement to the extent traditionally  available and/or may apply for injunctive
relief  against  any act  which  would  violate  any of the  provisions  of this
Agreement.  If LaserSight shall breach this Agreement,  Physician shall have all
rights and remedies available at law or in equity.
<PAGE>

         8. Costs and  Expenses.  In the event of any  dispute  among any of the
parties  hereto  involving  the  failure to perform or breach of any  obligation
under this Agreement,  the prevailing party in any litigation shall, in addition
to amounts  determined  to be owed  hereunder,  be  entitled  to the  reasonable
attorneys' fees, court costs,  cost of an investigation and other costs incurred
in connection with the dispute.

         9. Notice. Any notice required or permitted hereunder shall be given in
writing and shall be effective  for all purposes if hand  delivered to the party
designated  below,  or  placed  in the  United  States  mail,  postage  prepaid,
addressed to the  addresses set forth below such party's  signature,  or to such
other address and persons as shall be designated  from time to time by any party
hereto in a  written  notice to the  other in the  manner  provided  for in this
paragraph.  The notice  shall be deemed to have been  given upon  deposit in the
United  States  mail,  postage  prepaid,  or at the  time  of  delivery  if hand
delivered.  A party  receiving  notice which does not comply with the  technical
requirements for notice under this paragraph may elect to waive any deficiencies
and treat the notice as having been properly given.

         10. Independent  Contractors.  LaserSight and Physician are independent
contractors  and  this  Agreement  shall  not  constitute  the  formation  of  a
partnership,  joint  venture,  employment or  master/servant  relationship.  The
parties shall not exercise control over the performance of the other hereunder.

         11. Amendment.  This Agreement may only be amended or modified in whole
or in part by an  instrument  in  writing  executed  in the same  manner as this
Agreement and making specific reference thereto.

         12. Entire Agreement.  This Agreement  constitutes the entire agreement
of the  parties  hereto  with  respect to  Physician's  consulting  obligations,
covenants not to compete and the  consideration  therefor.  Nothing herein shall
limit either of the parties' rights or remedies available in law or equity.

         13. Waivers. The failure of any party to enforce at any time any of the
provisions of this Agreement or to require at any time  performance by the other
party  of any of the  provisions  hereof  shall in no way be  construed  to be a
waiver of such provisions or to affect either the validity of this Agreement, or
any part hereof, or the right of such party thereafter to enforce each and every
provision in accordance with the terms of this Agreement.

         14.  Controlling Law. This Agreement shall be governed by and construed
in  accordance  with  the  laws of the  State of  Missouri,  determined  without
reference to conflict of laws principles.
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have caused this instrument to
be duly executed effective as of the day and year first above written.



LASERSIGHT TECHNOLOGIES, INC.               BYRON A. SANTOS, M.D.


By: /s/ William K. Kern                      /s/ Byron A. Santos, M.D.
   -------------------------                --------------------------
Its:                                        Byron A. Santos, M.D.


Address:                                    Address:
         LaserSight Technologies, Inc.              1028 S. Kirkwood
         12249 Science Drive                        St. Louis, MO  63122
         Orlando, Florida 32826
         Attn: President

With a Copy To:

         LaserSight Incorporated
         12161 Lackland Road
         St. Louis, Missouri 63146
         Attn: Chief Executive Officer